EXHIBIT
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following is a brief description of the common stock, par value $0.0001 per share (“Common Stock”), of Creek Road Miners,
Inc. (“we,” “our,” or “us”). This description of the terms of our Common Stock does not purport to
be complete and is subject to and qualified in its entirety by reference to the applicable provisions of Delaware General Corporation
Law (“DGCL”), and the full text of our amended and restated certificate of incorporation (“Certificate of Incorporation”)
and our bylaws (“Bylaws”).


 


As
of March 11, 2022, our authorized share capital consists of 100,000,000 shares of Common Stock, of which 10,447,103 were outstanding,
5,000,000 shares of preferred stock, including 500,000 shares of Series A Preferred Stock, of which 217,137 were outstanding, 20,000
shares of Series B Preferred Stock, of which 2,300 were outstanding, and 15,000 shares of Series C Preferred Stock, of which 7,880 were
outstanding.


 


We
implemented a 1-for-20 reverse stock split of our outstanding shares of Common Stock that was effective on January 23, 2020. All share
and related option and warrant information presented in this prospectus have been retroactively adjusted to reflect the reduced number
of shares and the increase in the share price which resulted from this action.


 


Common
Stock


 


Holders
of our Common Stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders
of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors (“Board”)
out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion.
Upon liquidation, dissolution or winding-up, the holders of our Common Stock are entitled to share ratably in all of our assets which
are legally available for distribution, after payment of or provision for all liabilities. The holders of our Common Stock have no preemptive,
subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our Common Stock are subject to and
may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue.


 


Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL


 


Certain
provisions of our Certificate of Incorporation and our Bylaws, which are summarized in the following paragraphs, may have the effect
of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes
a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove
our management. In particular, our Certificate of Incorporation and our Bylaws and Delaware law, as applicable, among other things:


 


	 	●	provide
    our Board with the ability to alter the Bylaws without stockholder approval (subject to rights of the holders of our preferred stock);
	 	 	 
	 	●	provide
    that special meetings of our stockholders may be called only by a majority of the directors, the Chairman of our Board or the Chief
    Executive Officer;
	 	 	 
	 	●	place
    limitations on the removal of directors; and
	 	 	 
	 	●	provide
    that vacancies on our Board may be filled by a majority of directors in office, although less than a quorum.


 


These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging
with us, which may cause the market price of our Common Stock to decline.


 




    	 



     


    

 


Advance
Notice Bylaws. Our Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,
including proposed nominations of persons for election to our Board. Stockholders at any meeting will only be able to consider proposals
or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a stockholder
who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate
secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although
the Bylaws do not give our Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other
business to be conducted at a special or annual meeting, the Bylaws may have the effect of precluding the conduct of certain business
at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation
of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.


 


Interested
Stockholder Transactions. We may become subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business
combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined
as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period
following the date that such stockholder became an interested stockholder.


 


Limitations
on Liability, Indemnification of Officers and Directors and Insurance


 


The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors and our Certificate of Incorporation includes such an exculpation
provision. Our Certificate of Incorporation includes provisions that indemnify, to the fullest extent allowable under the DGCL, the personal
liability of directors or officers for monetary damages for actions taken as our director or officer or for serving at our request as
a director or officer or another position at another corporation or enterprise, as the case may be. Our Certificate of Incorporation
also provides that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking
from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation expressly authorizes us to carry directors’
and officers’ insurance to protect us, our directors, officers and certain employees from some liabilities. The limitation of liability
and indemnification provisions in our Certificate of Incorporation may discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against
our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these
provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission
in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal
securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay
the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently
no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.


 


Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been
informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.


 


Transfer
Agent and Registrar


 


The
Transfer Agent and Registrar for our Common Stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. The telephone
number of VStock Transfer, LLC is (212) 828-8436.


 


Listing


 


Our
Common Stock is listed on the OTC Markets under the symbol “CRKR.”